Oroco Resource Corp. — Capital/Financing Update 2020

May 7, 2020

SUPERSEDING OPTION AGREEMENT

This Superseding Option Agreement is made effective the 27[th] day of September, 2018

BETWEEN :

Altamura Copper Corp. , a company incorporated under the laws of British Columbia, having an address at 302 - 1620 West 8[th] Avenue, Vancouver, B.C. V6J 1V4

( “Altamura”)

AND:

Oroco Resource Corp. , a company incorporated under the laws of British Columbia having an address at 1201 – 1166 Alberni Street, Vancouver, B.C. V6E 3Z3

(“ Oroco ”)

WHEREAS:

• A. Oroco has advanced funds and paid expenses on behalf of Altamura and its subsidiary to the date hereof (the “ Receivables ”).

• B. Pursuant to an Option Agreement dated September 27, 2018, all shareholders of Altamura other than Oroco have granted Oroco an option (the “ Oroco Option ”) to acquire all of their shares of Altamura (the “ Option Agreement ”).

• C. Pursuant to the terms and conditions of a Loan Agreement dated September 27, 2018 (the “ Loan Agreement ”), entered into by Oroco in consideration for the granting of the Oroco Option, Oroco has agreed to continue to advance funds and pay expenses on behalf of Altamura and its subsidiaries during the term of the Oroco Option (the “ Oroco Option Term ”).

• D. Pursuant to a Share Option Agreement dated September 26, 2017 (the “ Share Option Agreement ”), as amended, Altamura granted Oroco an option to subscribe for and purchase common shares from Altamura with the right to apply the Receivables and the Future Receivables, as defined therein, toward the purchase price payable for such shares.

• E. Altamura and Oroco now desire to terminate the Share Option Agreement and supersede and replace it with this agreement, to provide Oroco with the option (the “ Option ”) to convert the Debt (as defined below) into common shares of Altamura (“ Shares ”).

NOW THEREFORE , in consideration of the premises, mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement, terms or expressions defined in the descriptions of the parties, recitals or body hereof shall have those meanings when used in this Agreement; and

• (a) “ Agreement ” means this debt conversion option agreement;

Superseding Option Agreement.docx

2

• (b) “ Debt ” means all of the advances to Altamura, including the Receivables and interest thereon pursuant to the Loan Agreement;

• (c) “ Option ” means the right and option to convert the Debt, in whole or in part, to Shares at a conversion price equal to five and seven tenths United States cents (US$0.057) per Share;

• (d) “ Receivables ” has the meaning given to it in Recital A;

• (e) “ Shares ” has the meaning given in Recital E.

2. OPTION

2.1 Grant of Option

Altamura hereby grants to Oroco the Option.

2.2 Option Period

The Option shall commence upon the expiry of the Oroco Option Term and expire at 5:00 p.m. in Vancouver, B.C., on the six month anniversary thereof.

2.4 Exercise of Option

The Option may be exercised during its term by Oroco delivering written notice to Altamura of the amount of the Debt it is converting to Shares pursuant to this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Altamura

Altamura represents and warrants to Oroco that:

• (a) Altamura has all requisite power and authority to enter into this Agreement and to perform the terms hereof;

• (b) neither the granting of the Option nor the issuance and sale of the Shares by Altamura conflict with, and do not and will not result in the breach of any agreement or instrument to which Altamura is a party; and

• (c) this Agreement has been authorized by all necessary corporate action on the part of Altamura, and upon execution and delivery by Altamura, will constitute a valid obligation of Altamura legally binding upon it and enforceable in accordance with its terms.

3.2 Representations and Warranties of Oroco

Oroco represents and warrants to Altamura that:

• (a) Oroco has all requisite power and authority to enter into this Agreement and to perform the terms hereof; and

• (b) the purchase of the Shares by Oroco does not and will not conflict with, and does not and will not result in the breach of any agreement or instrument to which Oroco is a party.

Superseding Option Agreement.docx

3

4. MISCELLANEOUS

4.1 Entire Agreement

This Agreement, together with the agreements and other documents to be delivered pursuant hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes any and all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements among the parties in connection with the subject matter hereof except as specifically set forth herein and therein. This Agreement supersedes the Share Option Agreement between the parties dated September 26, 2017, which Share Option Agreement is hereby terminated and of no further force and effect.

3.2 Further Assurances

The parties hereto covenant and agree that each of them will, from time to time, at the request of the other party, but without further consideration, do, or cause to be done, all such further acts and deliver such documents, deeds and assurances as may be reasonably requested in order to more effectively issue and sell the Shares to Oroco and more effectively consummate the sale of the Shares pursuant to this Agreement.

4.3 Survival

All representations and warranties of Oroco and Altamura contained in this Agreement shall survive the issuance, sale and purchase of the Shares.

4.4 Assignment

Neither party to this Agreement may assign its rights or obligations hereunder without the prior written consent of the other party to this Agreement.

4.5 Time of Essence

Time is of the essence in the performance of the terms and conditions of this Agreement.

4.6 Execution

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, “.pdf”, “.tif” or other similar electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

[signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above

Superseding Option Agreement.docx